Pacifica National Board-Teleconference (Open Session)
8:30 PM EDT, 7:30 PM CDT, 5:30 PM PDT (scheduled)
Originating in Various Locations
Wednesday, August 24, 2011
Meeting Minutes
[Audio Part 1]
I. Call to Order and Opening Business
The meeting was called to order by the Chair at 5:42 PM Pacific Daylight Time.
a. Roll Call / Establish Quorum. Argueta's request for an excused absence was
accepted without objection.
Twenty members were present, constituting a quorum: Laura Prives (KPFA),
Tracey Rosenberg (KPFA), Dan Siegel (KPFA), Andrea Turner (KPFA), Ken Aaron
(KPFK), Lydia Brazon (KPFK), Summer Reese (Chair, KPFK), Terry Allen (KPFT),
Jessica Apolinar (KPFT), Wesley Bethune (KPFT), Bill Crosier (KPFT), Nia
Bediako (WBAI), Carolyn Birden (WBAI), Kathy Davis (WBAI), Alex Steinberg
(WBAI), Campbell Johnson (WPFW), Kimory Orendoff (WPFW), Marcel Reid (WPFW),
Heather Gray (Affiliates), Efia Nwangaza (Affiliates, Secretary)
One WPFW seat remained unfilled.
Also present: Arlene Englehardt (Pacifica Executive Director), LaVarn Williams
(Pacifica CFO), Ricardo De Anda (Pacifica National Counsel), John P. Garry III
(Recording Secretary).
Audio Recording: Audio for this meeting can be accessed at http://kpftx.org
b. Designate Timekeeper
Crosier volunteered to be the timekeeper.
c. Agenda Approval
Aaron moved to move the closed session from tonight's agenda forward to the
upcoming in-person meeting in Washington DC. Motion passed without objection.
Nwangaza moved to move Coordinating Committee Motion 2 up to the beginning of
Committee Reports. Motion passed by a roll call vote: Yes-10, No--7, Abs--1.
Yes-Bediako, Brazon, Davis, Gray, Johnson, Nwangaza, Prives, Reid, Siegel,
Turner
No-Allen, Apolinar, Bethune, Birden, Crosier, Rosenberg, Steinberg
Abstain-Aaron
Present not voting-Reese
The agenda was approved as amended without objection (see Appendix A).
d. Minutes Approval
Brazon moved to approve the open session minutes of July 27, 2011. Motion
passed with no objections and one abstention (Birden).
II. Board Chair Report
The Chair delivered a report. Reid gave a report on planning for the upcoming
Washington DC in-person meeting.
III. Management Reports
a. Executive Director Report
The Executive Director delivered a report on several topics: advice on travel
expenses for the in-person meeting; legal issues; personnel issues, the FRAT
Task Force; reduction of legal costs; the Washington DC move; the New York
move; the new AFTRA contract; station budgets; plans for an emergency
preparedness task force; the first meeting of the management task force on
technology; special 9/11 programming. Questions from the board followed.
b. CFO Report
The CFO delivered a report (an information package and a cover sheet had been
sent to the board two weeks prior). She hoped to deliver a small surplus for
the year for the Foundation. KPFA and the national office received two
anonymous checks to support the Foundation. An acknowledgment will be posted on
the website. The KPFK fund drive is doing really well. It has a goal of
$300,000 and is already at $365,000. Questions from the board followed.
IV. Determine if Continuation Meeting will be held
The Chair committed to address the issue of a possible continuation meeting
before adjournment.
V. Committee Reports
A motion from the Coordinating Committee:
Motion 2: Retention of Executive Session Audio Recordings
Whereas the Pacifica Foundation By laws direct the Secretary to keep or cause
the Board's minutes to be kept, and the audio recordings of closed, executive
sessions of the Pacifica National Board allows the PNB Secretary and Recording
Secretary access for the purpose of the accurate production of the minutes,
and,
Whereas, sufficient but not excessive time shall be allowed for the
presentation of draft minutes to the board for board approval and,
Whereas questions or corrections raised at the board meeting when the draft
minutes are presented to the PNB, require sufficient access and time by the
Secretary and Recording Secretary to said audio to make said corrections if
necessary,
Therefore, I move that the audio recordings of executive sessions of the
Pacifica Board of Directors be preserved until such time as the PNB approves
the minutes of said executive session after which, the audio shall be
destroyed.
Further, until such time as the draft minutes are approved by the PNB, the
audio recordings shall be preserved at most 120 days.
Further, that the PNB Secretary and Recording Secretary have access to said
audio recordings for the sole purpose of producing accurate and timely minutes
to the Pacifica National Board.
[motion passed with no objections, and two abstentions]
Brazon cited a previous motion on this topic ("Motion on Recording Executive
Sessions") that was passed at the continuation meeting of August 28, 2008:
"That PNB executive sessions be recorded; that access to the recordings be
restricted to the secretary only; and that upon approval of the minutes of the
executive session meetings, the recordings of those meetings will be
destroyed."
Crosier moved to table. Birden noticed an intention to rescind the 2008 PNB
executive session recording policy motion in the next closed session meeting.
[Audio Part 2]
Coordinating Committee Motion 2 was tabled without objection.
Audit Committee - Summer Reese, Chair Pro Tem
Motion 1: Ongoing financial viability, analysis and monitoring of ratios and
working capital. That Audit Committee shall monitor and analyze the working
capital and ongoing financial viability of the Organization as highlighted in
the auditor's letter. [Approved in committee 7 yes, 2 no, 1 abstain]
The Vice-Chair took the chair. Nwangaza moved to close debate. Point of order
from Bediako: I called the question and we should go to a vote, not have
discussion. The Chair ruled that a motion to end debate is not debatable and
called for a vote. The motion to end debate failed on a roll call vote: Yes-7,
No-7, Abs-3.
Yes-Bediako, Brazon, Johnson, Nwangaza, Prives, Reid, Siegel
No-Aaron, Allen, Apolinar, Birden, Gray, Rosenberg, Steinberg
Abstain-Davis, Orendoff, Reese
Present not voting-Crosier.
Audit Committee Motion 1 failed on a roll call vote:
Yes-0, No-17, Abs-1.
Yes-0
No-Aaron, Allen, Apolinar, Bediako, Birden, Brazon, Davis, Gray, Johnson,
Nwangaza, Orendoff, Prives, Reid, Rosenberg, Siegel, Steinberg, Turner
Abstain-Reese
Present not voting-Crosier
Motion 2: Selection of Audit Firm. That Audit Committee seek and obtain
bids/proposals from three audit firms and make a recommendation for the
selection of an audit firm to perform the certified audit for fiscal year 2011.
[Passed without objection.]
Motion passed without objection. The Chair retook the chair.
Finance Committee - Tracy Rosenberg, Chair
Rosenberg delivered a report on the status of station budgets. WBAI: the
Finance
Committee has extended a waiver until their next LSB meeting, September 14,
2011. There will be no further waivers. WPFW is close to the conclusion of the
process. We expect to pass a WPFW budget at the next Finance Committee meeting
on September 6, 2011. KPFT passed an LSB-approved budget on time. KPFK will
have a special LSB meeting to review their budget on August 31, 2011. The
deadline was extended for KPFK because they have a new General Manager, who
requested additional time. KPFA approved a budget on August 20, 2011. They had
received an extension until August 23, 2011. We then received another budget
that seems to have some erroneous characteristics, and we are in the process of
resolving those issues. We expect to be looking at the LSB-approved budget by
September 6, 2011.
Rosenberg and Crosier reported on the Pacifica Radio Archives Budget: $35,000
surplus. There are some potential revenue streams that were not included in the
budget. They will be re-applying for the National Endowment for the Humanities
grant. PRA budget: total projected revenue FY12 $371,429; operating expenses
$567,286; net expenses $332,086; estimated net income (including Central
Services) $39,343; capital items $3,400; estimated net surplus $35,943.
Questions from the board followed.
Motion 1: That the NFC recommend to the full PNB the approval of the Pacifica
Radio Archives FY12 budget submitted by Brian DeShazor and prepared by Marianna
Berkovich. (Passed 10 for, 1 against)
Motion passed without objection.
Crosier reported on the KPFT budget: total revenue FY12 $1,299,796; operating
expenses $1,102,303; total expenses $1,290,000; projected surplus with no
capital expense $9,513.
Motion 2: KPFT Budget. The NFC recommends to the PNB the adoption of the KPFT
FY12 budget version 6. (Passed without objection)
Motion passed without objection.
Elections Committee - Carolyn Birden, Chair Pro Tem
Birden reported that the committee was looking for companies to help with
electronic balloting and made a public request for volunteer assistance.
Personnel Committee - Nia Bediako, Chair
[Audio Part 3]
Motion 1: ED Evaluation Timeline
Bediako moved approval of the ED Evaluation Timeline. (See Appendix B)
Motion passed without objection.
Motion 2: ED Evaluation Survey
Bediako moved approval of the ED Management Evaluation Survey and cover letter
(see Appendix C).
Aaron moved to postpone approval of the contents of the ED Management
Evaluation Survey. Motion failed by a roll call vote: Yes-4, No--12, Abs-2.
Yes-Aaron, Bethune, Birden, Rosenberg
No-Allen, Apolinar, Bediako, Brazon, Crosier, Gray, Johnson, Nwangaza, Prives,
Reid, Siegel, Turner
Abstain-Davis, Orendoff
Present not voting-Reese
ED Management Evaluation Survey passed by a roll call vote: Yes-13, No-2,
Abstain-3.
Yes-Allen, Apolinar, Bediako, Brazon, Crosier, Gray, Johnson, Nwangaza,
Orendoff, Prives, Reid, Siegel, Turner
No-Aaron, Birden
Abstain-Bethune, Davis, Rosenberg
Present not voting-Reese
Aaron moved to adjourn at 8:13 PDT (2/3 required).
Point of order from Bediako: Her motion had been languishing for months and she
took only twenty minutes, to correct the record.
Crosier moved to hold a continuation meeting in two weeks. Motion failed by a
roll call vote: Yes-8, No-5, Abs-1.
Yes-Allen, Apolinar, Bediako, Bethune, Crosier, Gray, Johnson, Orendoff
No-Aaron, Birden, Brazon, Davis, Prives, Siegel
Abstain- Rosenberg
Present not voting-Reese
Aaron's motion to adjourn passed without objection. The meeting adjourned at
8:28 PM PDT.
Respectfully submitted by Efia Nwangaza, Secretary
John P. Garry III, Recording Secretary
(these minutes were approved on October 10, 2011)
Appendix A-Proposed Agenda
I. Call to Order and Opening Business - PNB Chair (1 Min.)
a. Roll Call / Establish Quorum - Secretary (4 Min.)
Determine excused absences - Chair
For Attendance. X Present; Ab Absent; Exc Excused Absence; AL
Arrived Late.
KPFA - Berkeley, CA: KPFK - L.A., CA: KPFT - Houston, TX: WBAI
- N.Y., NY:
__ Laura Prives __ Ken Aaron __ Teresa Allen __ Nia Bediako
__ Tracy Rosenberg __ Rodrigo Argueta __ Jessica Apolinar __
Carolyn Birden
__ Dan Siegel __ Lydia Brazon __ Wesley Bethune __ Kathy Davis
__ Andrea Turner __ Summer Reese __ Bill Crosier __ Alex
Steinberg
WPFW - Washinton. DC: AFFILIATES: STAFF & COUNSEL:
__ Rene Bryce-Laporte __ Heather Gray __ Arlene Engelhardt, ED
__ Campbell Johnson __ Efia Nwangaza __ LaVarn Williams, CFO
__ Kimory Orendoff __ Ricardo deAnda, GC
__ Marcel Reid
b. Designate Timekeeper (1 Min.)
c. Agenda Approval (10 Min.)
d. Minutes Approval Minutes from July 27, 2011 meeting (5 Min.)
II. Board Chair Report To include any Executive Session Report Outs. (5
Min.)
III. Management Reports
a. Executive Director Report (10 Min.)
b. CFO Report (10 Min.)
IV. Determine if Continuation Meeting will be held (Thur. Sep. 8) - Time
Certain: 10:25 PM Eastern (5 minutes before adjournment) (5 Min.)
V. Committee Reports
Coordinating Committee - Bill Crosier, Chair
Motion 2: Retention of Executive Session Audio Recordings
Whereas the Pacifica Foundation By laws direct the Secretary to keep or
cause the Board's minutes to be kept, and the audio recordings of closed,
executive sessions of the Pacifica National Board allows the PNB Secretary
and Recording Secretary access for the purpose of the accurate production of
the minutes, and,
Whereas, sufficient but not excessive time shall be allowed for the
presentation of draft minutes to the board for board approval and,
Whereas questions or corrections raised at the board meeting when the draft
minutes are presented to the PNB, require sufficient access and time by the
Secretary and Recording Secretary to said audio to make said corrections if
necessary,
Therefore, I move that the audio recordings of executive sessions of the
Pacifica Board of Directors be preserved until such time as the PNB approves
the minutes of said executive session after which, the audio shall be
destroyed.
Further, until such time as the draft minutes are approved by the PNB, the
audio recordings shall be preserved at most 120 days.
Further, that the PNB Secretary and Recording Secretary have access to said
audio recordings for the sole purpose of producing accurate and timely
minutes to the Pacifica National Board.
[motion passed with no objections, and two abstentions]
Audit Committee - Summer Reese, Chair Pro Tem (20 Min.)
Motion 1: Ongoing financial viability, analysis and monitoring of ratios
and working capital
That Audit Committee shall monitor and analyze the working capital and
ongoing financial viability of the Organization as highlighted in the
auditors letter. [Approved in committee 7 yes, 2 no, 1 abstain]
Motion 2: Selection of Audit Firm
That Audit Committee seek and obtain bids/proposals from three audit firms
and make a recommendation for the selection of an audit firm to perform the
certified audit for fiscal year 2011. [Passed without objection.]
Finance Committee - Tracy Rosenberg, Chair (15 Min.)
Motion 1: That the NFC recommend to the full PNB the approval of the
Pacifica Radio Archives FY12 budget submitted by Brian DeShazor and prepared
by Marianna Berkovich.
(Passed 10 for, 1 against)
Motion 2: KPFT Budget
The NFC recommends to the PNB the adoption of the KPFT FY12 budget version
6.
(Passed without objection)
Elections Committee - Carolyn Birden, Chair Pro Tem (2 Min.)
Personnel Committee - Nia Bediako, Chair (20 Min)
. Motion 1: ED Evaluation Timeline
.
Moved that the time-sensitive ED Evaluation Timeline item be moved up on PNB
agenda for approval at the next regularly-scheduled PNB meeting. Approved
without objection.
.
. Motion 2: ED Evaluation Survey
. Moved that the ED Management Evaluation Survey be moved up on PNB agenda for
approval at the next regularly-scheduled PNB meeting. Approved without
objection.
MOTION 3: PNB Personnel Committee Purpose
The PNB Personnel Committee shall create and distribute the performance
evaluation forms and facilitate the subsequent evaluation processes of the
Foundation's Executive Director and Chief Financial Officer and make
recommendations to the Board with regard to their job descriptions,
employment contracts, compensation, retention and separation from
employment. With the aim of increasing equity and uniformity among persons
doing similar work throughout the Foundation, the Committee's
responsibilities shall include, but are not limited to, the review of the
General Manager and Interim General Manager hire processes as well as the PD
and interim PD hire processes, the Pacifica Foundation Employment Manual,
organizational charts, paid and unpaid staff issues and any policies and
processes regarding other personnel matters. [Approved without objection.]
MOTION 4: Pacifica Foundation Program Director Search Process
The following steps must be taken in sequence in order to conduct an
approved search for a candidate to fill an open position. All references
below to "National Office" specifically indicate the National H.R. worker,
if one is in place, or if not, the E.D.
. 1. LSB creates Search Committee - the PNB recommends that it include a
minimum of 7 and a maximum of 11 members. The Committee shall consist of
LSB members, including paid and unpaid staff members. Names, email
addresses, and phone numbers of all committee members shall be sent to the
National Office.
.
. 2. The Personnel Committee will provide a copy of the job description,
candidate evaluation criteria, and confidentiality agreement (for non-LSB
members) to the LSB Search Committee.
.
. 3. Search Committee shall arrange through the National Office for
publication of an ad in venues reaching diverse communities per FCC and EEO
guidelines and the ad shall be placed within 7 days of the request. Ad
budget shall be set by the GM and LSB. In addition, an ad should be posted
at the station's premises, on its website and airwaves, and in its e-
newsletter or other publications. Application period shall be 30-45 days,
and applications shall be submitted to a central location in the National
Office and then distributed to all Committee members via email.
. 4. Search Committee shall create a timeline for its work, including
meetings, rankings, interviews, and reports at each LSB meeting. There shall
be two sets of final interviews - one by any interested paid and unpaid
staff (preferably during an evening or weekend to accommodate unpaid staff
with day jobs), the other by the Committee, which LSB members who are not on
the Committee may attend but in which they may not participate. The timeline
shall include a meeting at which the Committee shall receive training from
the National Office on laws and rules concerning the hiring process.
. 5. To assure equal treatment of all candidates, each interview round shall
be conducted by the same method (e.g., phone, in-person, etc.). All initial
interviews shall be by telephone.
. 6. All Committee meetings discussing the hiring process shall be noticed to
the public, and held according to the open-meeting provisions of the
Pacifica bylaws.
. 7. The Committee shall formulate a list of standard interview questions for
all candidates.
.
. 8. The Committee shall decide on its pool (3-5) and rankings of recommended
candidates using Single Transferable Voting, with Committee members strongly
encouraged to write a brief explanation of their votes.
. 9. The Committee shall write a final public report explaining the process
it went through in its search and recommendations. It shall also submit a
confidential appendix to the LSB containing the names and rankings of its
recommended pool members (3-5), along with any explanations written by
Committee members of their votes.
. 10. In executive session, the LSB shall discuss and vote on whether to
accept the candidate pool and rankings as presented by the Committee, or
select candidates from the final round of interviews, as described in # 4
above.
.
[All parts of the above motion approved without objection.]
Coordinating Committee - Bill Crosier, Chair (15 Min)
Motion 1: Additional PNB teleconference meetings
The Coordinating Committee recommends to the PNB to schedule an extra
Saturday teleconference in October and January. Motion (amended by
committee since July PNB meeting) passed in committee without objection
Strategic Recovery Plan Task Force (FRAT) - Ken Aaron, Chair (15 Min.)
MOTION 1: Deficiencies Correction Timetable
The Executive Director and the Chief Financial Officer shall work on
correcting all deficiencies reported in the Feb 2011 Auditors
Recommendations including evaluation of the business managers and software
training at each station and update progress on the spreadsheet on the FRAT
Yahoo Group. They shall update status of each deficiency by May 31st.
Progress will be reported every two weeks thereafter. By July 30th it is
expected that 70% of the deficiencies will have been remedied.
(Passed without objection)
MOTION 2: Source of programming and funding, including syndicated Programs
That each (i)PD of each of the five units/sister stations be required to
supply to the Chair of the Board of the Pacifica Foundation (PNB,) a list of
every program aired on his/her station, giving the name of program, time/day
program airs, and whether the program is produced on-site, produced off-
site for that station, is produced at one of the five sister stations, is
produced at an affiliate station, or is produced by an outside production
company and syndicated to that station, as well as others. Additionally, it
shall be listed whether the program is volunteer produced and hosted, in-
house paid producer and/or host, outside produced and the station pays for
it, outside produced and free to the station, and whether it is
underwritten, and if so, by whom.
(Passed without objection)
Motion 3: Increasing Listenership & Membership
In order to bolster financial health of the foundation, the PNB should set
as a goal that stations need to increase listenership & membership (while
adhering to Pacifica's mission).
(Passed without objection)
Motion 4: Plans for increasing listenership
Station managers should submit plans for increasing listenership (as called
for by the PNB in 2008) to the ED. The PNB should receive reports from the
ED on the status of these plans.
(Passed without objection)
Motion 5: Listenership criteria in GM & PD reviews
Success in increasing listenership (or in the absence of listenership data,
membership) while adhering to Pacifica's mission should be a key criteria in
reviewing performance of station managers and program directors.
(Passed 5 yes, 2 no, 1 abstention)
Motion 6: Programmer agreements
Stations must have signed programmer agreement with all programmers as
developed by the national office.
(Passed without objection)
VI. Unfinished Business
a. Motion by Johnson: Outside Accounting Firm (10 Min.)
The PNB hereby directs the Executive Director to solicit proposals from
knowledgeable, experienced Certified Public Accounting firms to provide an
engagement of managerial services that will involve an in depth review of
Pacifica's expense structure, accounting practices and operational leakages
(or redundancies) and include recommended expense reductions to enable
Pacifica to recover from the "going concern" alert status recently
identified by our external auditor. The National Finance Committee and
Audit Committee will jointly decide which firm will be selected. This
selection will be provided to the PNB for final approval and contracting.
The target date for the commencement of the engagement is May 2, 2011.
Engagement recommendations and an implementation plan will be presented to
the aforementioned committees.
Upon PNB approval, the plan will be implemented immediately. Due to the
critical nature of Pacifica's need, recommendations from the CPA firm are
requested as they are developed and should not await a final report. These
recommendations and the firm's reports will be provided by the firm
simultaneously to the Executive Director, CFO, the PNB Audit Committee and
the National Finance Committee.
b. Motion by Johnson: Standing Rules on Financial Turnaround (20 Min.)
1. (Financial Accountability) This Standing Rule requires monthly
approval of Pacifica's financial reports by the PNB. The consolidated,
station, National Office and PRA financial reports need to include station
budgets (and monthly performance and variances); cash flow statement;
balance sheet; detailed analysis (including "aging") of accounts payable
and accounts receivable. Also, the reports should include projections of
significant events. Lastly, the reports should include progress reporting
on implementation of recent recommendations from the Auditors' recent
Management Letter. To effect an appropriate review, the PNB members must
receive these written financial reports no less than 48 hours prior to its
monthly meetings. Following periodic approvals as part of this Standing
Rule, the Audit Committee will be charged with reviewing the presentations
for sufficiency and accuracy.
Effectively executing its fiduciary responsibilities requires the PNB to
engage and clearly understand our financial position. Pacifica's Chief
Financial Officer will be responsible for providing the monthly reports.
Reports will be reviewed and approved during the first day of the PNB's in
person meetings. This schedule will permit the PNB to use the
Foundation's financial status as a basis for making plans and taking
actions during the remainder of the meeting. These procedures are
comparable to those established by most successful nonprofit corporations.
2. (Strategic Planning) This PNB Standing Rule ensures that it actively
engages in the consistent development and implementation of comprehensive
strategic planning for the Foundation. By the PNB's April meeting, the
PNB must present and approve a strategic plan that will be reviewed and
updated for the July, October and December meetings.
At the PNB December meeting, the PNB will provide an assessment of annual
progress on implementing its strategic plan and make recommendations for
the next PNB that will be seated in January.
The PNB Executive Committee/Officers will have primary implementation
responsibility and will work with staff to undertake the needed work
between quarterly meetings. The PNB Vice Chair may be assigned the
leadership responsibility and volunteer facilitators may be employed as
needed. Additional PNB members may participate in the work of this
committee. These steps will be adopted as a Standing Rule. Later, the
strategic planning process may become an amendment to the Bylaws.
3. (Committee Service) Each PNB Board candidate must provide his/her
respective LSB, or associated affiliate organization/station, with a
statement indicating his/her qualifications for, and reasons for serving
on each PNB committee.
4. (Ethics Policy) The Bylaws contain provisions related to Conflicts of
Interest (Article Thirteen). Similarly, Pacifica has produced an "Ethics
Policy", which some persons are asked to sign. However, there is no
proactive way that Pacifica can ascertain the existence of a conflict of
interest or ethics policy violation. To ensure the ability to assure our
members that sound ethical policies are implemented, this Standing Rule
requires confidential annual disclosures. These procedures will be
developed with inputs from the appropriate PNB committees and in
collaboration with our General Counsel.
There have been instances of PNB members and Pacifica employees bringing
law suits against the Foundation during the course of their active service
and employment. On the PNB, plaintiff members appear to have participated
in Board negotiations on their cases. While these circumstances may have
no ethical implications, we must recognize that many state governments,
for profit and nonprofit organizations require confidential annual
disclosures so that these entities are less vulnerable to unethical
actions or the appearance thereof.
To ensure that the PNB and other persons associated with Pacifica can be
confident about the effective implementation of fiduciary
responsibilities, the PNB will establish confidential annual disclosure
procedures so that all persons associated with Pacifica can avoid any
appearance of a conflict of interests
5. (Financial Expertise) To protect the interests of Pacifica and
Network stations, financial expertise is needed in regard to the station's
budgeting and other financial matters. Therefore, this Standing Rule
directs that either the LSB Treasurer and/or the PNB Director identified
to serve as the station's representative on the Pacifica National Finance
Committee must be chosen among those individuals having the strongest
financial qualifications among the LSB Delegates.
6. (Pacifica Bylaws Certification) There is a Bylaws certification
indicating the date of August 23, 2003. However, these Bylaws have been
amended in July 2007 and September 2008. There is no statement of
certification regarding these amendments. The certification by the
Secretary in 2003 does not certify the amendments. This Standing Rule
directs the Pacifica General Counsel to ensure that a certification of the
amendments is provided as part of the Bylaws Certification.
And, the statement of Certification should include the Court Orders that
are referenced as "Exhibit A" and "Exhibit B". The statement indicates
that they are made a part of the Certification. If providing these
exhibits along with the physical copies of the Bylaws is impractical,
there should be a link or other identification of where the documents may
be easily accessed without charge.
Motion: The PNB hereby adopts the above six recommendations as Standing
Rules to help Pacifica regain its financial stability, vitality and to
achieve network growth.
c. Motion by Crosier: Public Criticism of Staff (10 Min.)
It is the policy of the PNB that no member of the Pacifica National Board
shall criticize publicly, or demean publicly in any way, members of the
staff. Any legitimate criticism of the work of staff members that a member
feels needs to be acted on is to be forwarded to the Executive Director or
to the PNB for resolution. Failure to abide by this policy will be
interpreted as action against the interests of Pacifica, and will be subject
to the disciplinary procedures provided for by the Bylaws for such actions.
d. Motion by Steinberg: Membership Termination Standing Rule (10 Min.)
Due to possible conflict of interest, any person who has been terminated
from the Pacifica Foundation employment for cause shall be prohibited from
membership in the Pacifica Foundation. When this type of proceeding is
brought, all due process procedures called for, as noticed to all in the
Pacifica Bylaws, in Robert's Rules of Order (Chapter 20) shall apply.
e. Motion by Rosenberg: Publicists. Passed unanimously at KPFA LSB
(5 Min.)
The PNB authorizes acquiring six (6) unpaid publicists within 30 days of the
present date to work at each of the five (5) stations and one head Publicist
to coordinate at National Office.
f. Motion by Davis: Membership re: Malice (10 Min.)
Be it resolved that any person or member of the Pacifica Foundation that
acts with malice and/or violence and/or levies threats; either verbal or
physical against Pacifica staff or members of the LSB or PNB should be
disqualified from membership and participation in Pacifica governance.
Further, any person or member of the Pacifica Foundation who acts to limit
or undermine the fund raising and or function of the Pacifica foundation or
its radio stations and broadcast licenses should be disqualified from
membership and participation in Pacifica governance. And, that any person or
member of the Pacifica Foundation who acts to undermine, counterbalance,
destroy or limit the Pacifica Bylaws should be disqualified from membership
and participation in Pacifica governance.
VII. New Business
a. From: Nwangaza:
MOTION 1: To rescind the motion passed May 12, 2011 regarding the Pacifica
Affiliates Task Force (5 Min.)
b. From: Nwangaza:
MOTION 2: for a Pacifica Affiliates' - Pacifica Foundation Task Force
(15 Min.)
Introduction
The vision for the Affiliates' Program (The Program), at its inception, was
that The Program would facilitate the development, production, broadcast,
exchange and distribution of meaningful and influential progressive content,
provided by both the sister and affiliate stations. The Program was
expected to be a mutually supportive resource, serving its members as a
communication hub and a teaching/learning community. It would be dedicated
to improving both program content and delivery efficacy, with an ever
increasing number of progressive programs. The programming would be
responsive to Foundation and Afffiliate listener needs and interests and
give access to otherwise unavailable news, arts, and commentary for
worldwide radio, internet, and other possible platforms.
Mission
To achieve this objective, the Affiliates' Task Force was created and
charged with representing the Pacifica Affiliates and being a bridge to the
Pacifica Foundation. Consistent with the Pacifica Foundation's mission and
the Task Force's charge. The Task Force shall strive to build and maintain
an authentic Pacifica-Affiliate partnership by maximizing Affiliate
membership, input, and participation.
Membership
Any member of an Affiliate or Pacifica station is welcome to participate in
the Pacifica-Affiliates' Task Force.
Voting, Co-Meeting Facilitators and Monthly Meetings
Where voting occurrs, only duly designated station representatives of an
Affiliate or Pacifica station, who has attended three consecutive meetings
(the meeting of the vote and two meetings immediately prior to the vote)
shall be allowed to vote.
Officers
The Task Force shall be convened by PNB assignment. It shall elect a pro
tem Facilitator or Facilitators (at least one of whom shall be an Affiliate
Director) for the first three meetings and a Secretary (who shall be any
voting eligible member of the Task Force). The permanent yearly
Facilitator(s) shall be elected at the third regular meeting.
Meetings:
The Task Force shall meet a minimum of once a month and conduct such
business as is consistent with its mission and in the manner prescribed the
by-laws of the Pacifica Foundation.
c. from: Steinberg: (5 min.)
Motion to rescind Brazon motion of June 22, 2011, stating only two in-person
meetings for year, owing to financial exigencies and setting next in-person
meeting date for September 23-26, 2011.
d. from: Brazon: (5 min.)
Whereas Director Tracy Rosenberg posted "KPFA: An Open Letter on E-mails" to
Indybay.org news items site on Saturday, April 16, 2011 which included email
communications between attorneys on pending Pacifica matters of litigation,
(5 min.)
Therefore it is resolved that the Pacifica National Board of Directors
censure Director Tracy Rosenberg.
e. from: Rosenberg: (5 min.)
Motion of censure against the 27 members of the KPFA LSB for demanding the
disclosure of confidential legal information in an open session of the KPFA
Local Station Board.
X. Adjournment 10:30 pm (ET)
Appendix B -Evaluation Survey Timeline
Proposed Timeline for 2011 E.D. Evaluation Process
Note that survey dates would also apply to the E.D.'s self-evaluation.
Personnel Committee approval of survey - 9/16
PNB approval of survey:
- first choice
- approve at in-person meeting 9/23-26
- surveys sent out - 10/12
- to be returned - 11/2
- second choice
- approve on PNB conf call - 10/26
- surveys sent out - 10/28
- to be returned - 11/18
Personnel Committee analysis of data and report creation:
. first choice: 11/4
. second choice: 11/21
Personnel Committee meeting with E.D. to discuss her response
V. first choice: 11/18
VI. second choice: 12/5
PNB meeting to discuss Committee report and E.D.'s response
VII. first & second choice: 12/8
**********
Appendix C-
DRAFT - 2011
Pacifica Executive Director Management Evaluation Survey
The message below is from the co-chairs of the Personnel Committee of the
Pacifica National Board:
It's time for the annual evaluation of the Pacifica Executive Director, Arlene
Englehardt, as she has completed her first year on this job.
We need your input for this, so please help us evaluate the ED's job
performance by completing this survey. It should only take a few minutes. The
Personnel Committee of the Pacifica National Board has prepared this survey to
help assess the ED's performance to date and to collect feedback useful to her
and the PNB.
We'd prefer that you click on the link below and fill out the survey online, as
it's faster and easier for both you and the PNB Personnel Committee, and it's
easier for you to remain anonymous. However, if you prefer that we mail you a
hard copy of the survey so you can fill it out and mail it back to us via US
Postal mail, then please reply to this message, keeping the subject the same
but adding "Send me a hard copy" to your reply text. Please do this as soon as
possible so there will be time to send you the hard copy and for you to return
it.
The survey process has been designed to protect the anonymity of respondents
and the confidentiality of information regarding personnel matters. The
responses (including comments) will be shared with members of the Pacifica
National Board and with our ED, but no information that identifies you (name, e-
mail address, etc.) will be given to them.
If you want to send any messages to the PNB Personnel Committee, send them to:
pnb-personnel@googlegroups.com
Please click on the link below to go to the survey. It's best to do it today,
so you don't forget.
The deadline for submitting your survey responses is midnight PDT, Tuesday,
December 28, 2010 [DATE TBD].
Thank you for participating in our survey. Your feedback is important!
Nia Bediako, Bill Crosier and Efia Nwangaza, Co-Chairs
PNB Personnel Committee
Pacifica Executive Director Management Evaluation Survey
This survey covers the duties, responsibilities, and expectations of the
Pacifica Executive Director as provided in the job description. Please refer to
relevant sections of it (below) when considering the questions on this survey.
Please complete this questionnaire on the basis of your personal experience and
knowledgerather than reports of others of the Executive Director's work from
December 31, 2010 until the present.
Thank you for participating in our survey. Your feedback is important!
1. Please check which of the following applies to you.
(Your responses will still be anonymous, and the ED will not know who has
responded to this survey and who has not.)
__ A member of the Pacifica National Board (PNB)
__ Other LSB member on a PNB national committee
__ A General Manager (or Interim) of one of our stations, or PRA manager
__ Other paid staff at Pacifica national office or one of the stations or
archives
__ Other ???
__ Employee or counsel (permanent/interim unit heads, all national staff,
Foundation counsel)
For the following questions dealing with the performance of the Pacifica
Executive Director on tasks listed in the ED job description, please indicate
your degree of agreement or disagreement with each, as follows:
Key for the following questions:
1 = Strongly Disagree
2 = Disagree
3 = Neutral
4 = Agree
5 = Strongly Agree
N/A = Not Applicable - I do not have direct experience, or have no opinion
regarding this matter.
Click on the numbered button for each question to register your choice.
You may share additional thoughts in the comments boxes, if you wish, although
this is not required. These comments will be shared with our ED, as well as
with the PNB, so please do not add comments that would identify who you are,
unless you do not wish to be anonymous.
2. The Pacifica Executive Director (ED) works effectively on key financial
issues:
* ensuring the return of fiscal soundness to the Foundation,
* ensuring that expenses do not exceed income (even if lower than budget) in
all units of Pacifica, and
* develop, support, and execute effective fund raising strategies.
(see ED job description below, items #4, 19, and 22)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
3. The Pacifica Executive Director (ED) handles other financial
responsibilities well, including:
* developing fiscally sound budgets, and thereby setting spending priorities,
with appropriate personnel,
* reviewing financial statements with the Chief Financial Officer (CFO) to
ensure accuracy, completeness, and clarity,
* timely acknowledging major contributions and support,
* bringing contracts to the PNB for review as appropriate.
(see ED job description below, items #21, 23, and 24)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
4. The Pacifica Executive Director (ED):
Fosters an environment of understanding between all listeners, staff and
directors that is mission compliant.
(see ED job description below, item #3)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
45. The Pacifica Executive Director (ED):
Effectively promotes and coordinates outreach, promotion, development, and
marketing activities to help Pacifica to maximize its audience while staying
compatible with the Pacifica mission.
(see ED job description below, items #30, 33, and 34)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
56. The Pacifica Executive Director (ED):
Handles personnel management duties well, including:
* selecting, coordinating, and reviewing key personnel,
* establishing clear, and consistent, and attainable job performance standards
for all staff
* working with the Human Resources Director to ensureing proper training --
professional and anti-discrimnation -- for all personnel
* guaranteeing that any grievances are addressed and resolved in a fair and
timely manner
* ensuring compliance with all laws as well as Pacifica diversity and equal
opportunity goals.
(see ED job description below, items #5-10 and 15-18)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
67. The Pacifica Executive Director (ED):
effectively facilitates governance by the PNB and its committees, and
communicates well and in a timely manner with the PNB.
(see ED job description below, items #11-14)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
78. The Pacifica Executive Director (ED):
is effectively managing litigation and mitigating risk by adopting and
enforcing appropriate human resource policies, and assuring that all legal
matters are promptly reported to the PNB. handling other duties listed in the
job description (under the headings of Programming and Legal) well.
(see ED job description below, items #25-29 and 31, and-32)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
8. The Pacifica Executive Director (ED):
ensures that network and station programming are mission-compliant, and that
national programming covers major political and cultural events and topics, and
is produced in a way that provides opportunities for involvement by paid and
unpaid staff throughout the network and among affiliates.
(see ED job description below, items 3, 25-28)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
9. The Pacifica Executive Director (ED):
oversees and develops Affiliate relations and other collaborations encouraging
productive and mutually beneficial relationships.
(see ED job description below, item 29)
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
109. Regarding your first-hand knowledge of and experiences with the Pacifica
Executive Director, the overall performance of the ED is good.
__ 1 = Strongly Disagree
__ 2 = Disagree
__ 3 = Neutral
__ 4 = Agree
__ 5 = Strongly Agree
__ N/A = Not Applicable or no opinion
Comments:
110. Please list the ONE area or activity where you believe the Executive
Director is doing best.
121. Please list the ONE area or activity where you believe the Executive
Director needs the greatest improvement.
Thank you for your time and thoughts in completing this survey, and for your
commitment to Pacifica!
For your reference, below is the job description (paragraphs referenced in
questions above) for the Pacifica Executive Director.
Pacifica Foundation's Job Description for
Executive Director
1. Position Reports to: The Executive Director is selected, supervised and
discharged by, and reports to, the collective body of the Pacifica National
Board of Directors (PNB).
2. Definition: The Executive Director (ED) is the President of the Pacifica
Foundation, General Manager, Chief Executive Officer, and Chief Administrator,
and is responsible for management activities of the Foundation, including
hiring of Station Managers of the five sister stations and National Staff; with
the exception of the Chief Financial Officer (CFO); implementation of Board
policies and bylaws, and oversight of fund raising, development, national
programming, financial stability, physical integrity, and compliance with CPB
and FCC rules and regulations.
The National Finance Staff works under the direction of the CFO.
All Pacifica Staff, including the CFO and other National Finance Staff, report
to the ED. Both the CFO and the ED report independently to the board.
3. The ED ensures that the Foundation operates in a fiscally and socially
responsible fashion in compliance both with state and federal laws, and with
the mission of the Foundation to operate radio outlets that encourage the
creative skills and energies of the community; contribute to a lasting
understanding between nations and individuals of all nations, races, creeds and
colors; gather and disseminate information on the causes of conflict between
such groups; promote the study of political and economic problems and of the
causes of religious, philosophical and racial antagonisms; and employ varied
sources in the public presentation of accurate, comprehensive news on all
matters affecting the community.
RESPONSIBILITIES AND DUTIES:
GENERAL ADMINISTRATION
4. Responsible for fund raising, such as oversight of grant writing, major
donor events, direct mail campaigns etc.
5. Managing and supervising National Staff and General Managers to provide for
the effective operation of the Foundation's public radio stations in compliance
with the objectives and policies of the Board of Directors and consistent with
the Pacifica mission.
6. Appointing and facilitating the work of a National Election Supervisor in
each year when elections for delegates are held.
7. Selecting General Managers for each sister station upon vacancies, from
candidates presented by the Local Station Boards (LSB).
8. Selecting Interim General Managers in accordance with Pacifica bylaws
provision for selecting GMs. In the case of emergency, the ED may appoint from
non-union, management staff an acting GM.
9. Hiring, coordinating and terminating supervised National staff, including
the Chief Financial Officer, the Human Resource Director, Pacifica Radio
Archives Director, Assistant to the Director, National Technical Director,
Affiliates Coordinator, Webmaster, Network Programming Coordinator, News Bureau
Director, Administrative Assistant, National Development Director and others as
approved by the PNB, provided that the chief financial officer shall be hired
and terminated only by the PNB.
10. Conducting annual evaluations of supervised National Staff and General
Managers, with recommendations in consultation with Human Resources where
appropriate.
GOVERNANCE
11. Attending and participating in meetings of the PNB and Coordinating
Committee, including teleconferences, regular quarterly PNB meetings, and
special meetings.
12. Ensuring the effective organization of in person PNB meetings, including
Board packets, in cooperation with the Board chair.
COMMUNICATIONS
13. Conforming to the communication policies established by the Board,
including accurate reports and providing appropriate information for Directors
upon request.
14. Supporting the PNB in fulfilling its governance role through regular
communication with the Board and its officers.
HUMAN RESOURCES
15. Ensuring that stations and the network are managed according to state, FCC
and CPB requirements, including state and Federal labor and employment
regulations, and that any grievances are addressed and resolved in a fair and
timely manner.
16. Participate in Union collective bargaining agreement negotiations and
respond to Union requests in collaboration with the General Managers, CFO and
Human Resources as appropriate.
17. Supervising implementation of Americans with Disabilities Act (ADA)
compliance.
18. Encouraging equal opportunity and diversity in staffing, management and
programming at stations, the Pacifica National Archives, and in the National
Office.
FINANCES
19. Working with the Chief Financial Officer (CFO), overseeing the foundation's
budget, and providing for fiscal integrity of the foundation within the
approved limits of the PNB.
20. Developing fiscally sound budgets in coordination with the CFO, General
Managers, and the Pacifica National Board Finance Committee.
21. Reviewing financial statements with the CFO.
22. Monitoring and/or authorizing expenditures as appropriate in accordance
with budgets approved by the PNB, including but not limited to check
authorization, reimbursements, consultant hires, and unbudgeted expense
approval.
23. Acknowledging major donor contributions and other support in a timely
manner.
24. Bringing contracts to the Coordinating Committee and PNB for review and/or
approval, based on current policies.
PROGRAMMING
25. Provide opportunities for staff and volunteers from network and affiliate
stations to apply for participation in national coverage and/or national
programming.
26. Ensuring the development of excellent national programming that covers
major political and cultural events and topics.
27. Ensuring that technical systems, equipment, and structures adequate for the
production and distribution of programs are maintained.
28. Responsible for navigating the Foundation through technological changes.
Taking the lead in defining how to harness new technologies to promote Pacifica
and its mission.
29. Oversee/develop Affiliate relations and other collaborations encouraging
productive and mutually beneficial relationships.
30. Promoting activities and development that makes it possible for Pacifica to
maximize its audience, and expand its membership and technical capacity.
LEGAL
31. Managing litigation and other legal matters, in consultation with
Foundation counsel and other attorneys as needed. The ED and Foundation counsel
are responsible for reporting all legal matters to the PNB.
32. Developing, monitoring and enforcing procedures and policies, and to
maintain confidentiality, on legal, personnel and other appropriate matters in
collaboration with the Human Resources Director.
PROMOTION
33. Serving as spokesperson for the Pacifica Foundation, representing it in
business relationships with other national and state nonprofits, government
agencies, the media, professional organizations, and similar groups.
34. Expanding positive public awareness of Pacifica through community events,
media outreach efforts, and development of promotional campaigns.